Tata Teleservices (Maharashtra) Ltd Directors Report.

Your Directors present 27th Annual Report on the business and operations of Tata Teleservices (Maharashtra) Limited (‘TTML’/ the ‘Company’), together with the audited financial statements for the financial year ended March 31, 2022 and other accompanying reports, notes and certificates.

COMPANY OVERVIEW

TTML holds a Unified Licences (UL) - with Access Service Authorization in Mumbai and Maharashtra License Service Area (LSA) i.e., Maharashtra and Goa states as well as Internet Service Provider Category A i.e., national authorisation. The Company is one of the country’s leading enablers of digital connectivity and communication solutions for businesses. The Company focuses on providing various wireline voice, data, Cloud & SaaS solutions to enterprise customers. Our voice, data, Cloud & SaaS solutions serve to bind and connect the business ecosystem. The Company offers its services under the brand name Tata Tele Business Services (TTBS) with focus on the SME sector. We continue to enhance our product portfolio, ranging from digital connectivity, value-added connectivity as well as Cloud & SaaS solutions.

To ensure uninterrupted flow of business communication anytime, anywhere, we launched Smartflo, an ultra-flexible and advanced cloud communication suite. Smartflo allows employees, working in office or remotely, access to centralised resources in a secure manner. We have partnered with Microsoft and Zoom Communications to bring to market best-in-class uni_ed communication, collaboration, and productivity suite of solutions.

We launched Smart Internet Leased Line which offers a bundle of ILL with cloud-based security and DIY interface. It empowers businesses with not only reliable enterprise-grade connectivity but also provides usage visibility, usage control, cloud-based security, and application maintenance. To enable flexibility and agility in traditional networks we introduced SD-WAN iFLX, an intelligent, secure, and flexible network management solution. SD-WAN iFLX brings superior intelligence and flexibility to enterprise networks thereby making them agile. To address the emerging needs of security as businesses work in a distributed environment, we have built a comprehensive security portfolio comprising of email security, endpoint security, web security, virtual firewall, and multifactor authentication. In our journey to becoming the country’s leading digital solutions provider, we will continue our endeavour to strengthen our product and solutions portfolio by introducing new and relevant products and solutions.

FINANCIAL RESULTS

The Company adopted Indian Accounting Standards (‘Ind AS’) from April 1, 2016, with transition date from April 1, 2015. Accordingly, the financial reports for current financial year 2021-2022 and previous financial year 2020-2021 have been prepared as per Ind AS reporting framework.

The financial highlights of the Company for the year ended March 31, 2022 are as follows:

Particulars 2021-2022 2020-2021
Total Revenue 1,105 1,055
Expenditure 626 555
Earnings before Interest, Depreciation, Tax and Amortisation (EBITDA) 479 500
Finance & Treasury charges including exchange impact (net) 1,534 1,548
Depreciation/Amortisation 160 169
Profit/(Loss) Before Exceptional Items and Tax (1,215) (1,217)
Exceptional Items - (780)
Profit/(Loss) After Tax (1,215) (1,997)

DIVIDEND AND APPROPRIATIONS

In view of the accumulated losses and loss during the financial year 2021-2022, the Directors regret their inability to recommend any dividend for the year under review. No appropriations are proposed to be made for the year under review.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Company’s website at https://www.tatatelebusiness.com/policies/

COMPANY INITIATIVES

Customer Centric Initiatives

To enhance customer experience, we have undertaken the below mentioned digital initiatives:

We enhanced our self-care app iManage which enables customers to raise tickets, make payments, fetch account information, monitor live tra_c for MPLS and ILL usage, know their service manager and much more supported by a live chat module.

• We have built an auto-ticket raising system eNXT with smart E-mail client, which has led to reduction of ticket generation time by over 90%.

• We have enabled seamless digital onboarding of customers for non-telecom products orders with minimal documentation thereby ensuring faster processing and activation.

PRODUCT INITIATIVES

As the country’s leading enabler of digital connectivity and communication solutions, we provide digital solutions to businesses of all sizes - small, medium as well as large. Our products and solutions now go beyond the purview of connectivity into offering one-stop-shop ICT solutions to simplify the life of our customers.

We offer one of the largest portfolios of ICT solutions for businesses in India, with an unwavering focus on customer centricity and innovation. We bring the best technology and solutions, so that businesses can improve processes, reach customers more effectively, manage their workforce more efficiently and Do Big. This year we launched a variety of value-added connectivity as well as Cloud & SaaS solutions. We continue to strengthen our portfolio with new partnerships and continuous enhancement of our existing products.

KEY LAUNCHES

Smartflo - An ultra-flexible and advanced cloud communication suite

Smartflo is an anytime, anywhere, flexible suite of advanced cloud communication solutions for enterprises. It has been innovatively designed to support the new hybrid work culture. It allows uninterrupted connectivity between all stakeholders, internally within employees and externally with customers and vendors across platforms and touch points.

Smart Internet Leased Line - ILL bundled with cloud-based security and DIY interface

Businesses need robust, seamless, and secure connectivity to communicate and transact over the internet. As businesses across the world scale up their online presence, many continue to opt for the traditional Internet Leased Line (ILL) services for their connectivity needs, which leaves the business owner to contend with problems such as usage visibility, usage control, security, application maintenance, among others. Our Smart Internet Leased Line solution steps in to help businesses get robust connectivity, security, manageability, and clear visibility of their users and network.

EZ Cloud Connect - All-in-one, hassle-free and easy solution to connect to the cloud

EZ Cloud Connect is a bundled solution that ensures secure connectivity across your offices, preferred data centres and cloud port thereby eliminating multiple interactions. It comes with DLC/NPLC Connectivity, X-Connect and a Cloud Port access that will be configured according to the cloud service providers of choice.

SD-WAN iFLX - Intelligent, secure, and flexible network management solution

Being fast and flexible is at the foundation of all digital and network transformation initiatives today. SD-WAN iFLX brings superior intelligence and flexibility to enterprise networks thereby making them agile. The solution enables best use of available last mile resources and delivers an optimised customer experience. Powered by Fortinet, our SD-WAN iFLX solution provides operational simplicity, visibility, and integrated security.

Microsoft 365: Suite of Productivity Solutions

Tata Tele Business Services has partnered with Microsoft to offer the complete Microsoft 365 suite of productivity solutions. Microsoft 365 empowers the workforce to work whenever and wherever it is most convenient for them. This flexibility helps boost productivity, foster collaboration, and business agility to meet the challenges of the digital workplace.

Zoom Communications: High Quality Uni_ed Communication Solutions

Our deep understanding of customer needs led to our partnership with Zoom communications, enabling us to provide businesses with highly unified communication solutions. You can now, connect, engage, and collaborate across all your devices with ease and convenience.

DIGITAL ENGAGEMENT INITIATIVES

In order to continue and deepen our engagement with customers digitally, the Company scaled up its digital properties like ‘Digital Do Big Forum’ and ‘Digital Do Big Conclaves’. Also, to get industry leading views, the Company continued with ‘Do Big CXO Roundtable’ where it reached out to Industry Leaders to understand their perspective on business and their digital transformation. The Company’s ‘Do Big Forum’ & ‘Do Big Conclave’ formats have received immense appreciation from customers.

NEW REVAMPED WEBSITE

We revamped and refreshed our website, with the aim of providing a world-class experience to our customers, enabling a distinct, smooth, and frictionless journey on our website. We aim to offer our customers an immersive experience, easy navigation, discovery and interactivity.

HR INITIATIVES

We-Connect - A new intranet portal

In the new normal, to ensure anytime, anywhere access, we launched our new intranet portal - We-Connect. It is now integrated with Microsoft Teams and is accessible on laptops as well as smartphones.

It provides seamless access to:

• Information about the organisation’s policies, processes, links to important systems and applications.

• Key announcements and updates, upcoming events and media coverage.

• Employee engagement, celebrations, group discussions and more.

Encore - Employee Recognition Program

We have launched an all-new digital integrated Rewards and Recognition (R&R) platform - Encore. This links R&R to our organisation’s values of Faster, Simpler, Closer.

• Promotes instant and continuous recognition

• Fuels inspiration to Do Big

Upskilling Program for Employees

In order to ensure continuous up-skilling of our employees, we initiated new learning programs through partnerships with leading traditional and digital learning platforms. This is in continuation of our initiatives for ‘digital transformation in learning’ to promote the building of new skills as well as sharpening existing ones. This will aid in:

• Strengthening a digital-oriented customer-centric culture

• Enhancing our market position

• Improving employee satisfaction

Wellness Initiatives

Numerous webinars and health talks are being conducted in partnership with 1to1 Help under our flagship Employee Assistance Program – SABAL. These are aimed at supporting the professional as well as personal wellbeing of our employees. It helps them to:

• Stay educated about physical and mental health concerns

• Remain informed about ways to cope with such issues

• Seek professional counselling which is completely confidential

HOLDING COMPANY

Pursuant to the provisions of the Companies Act, 2013 (the ‘Act’), Tata Teleservices Limited (‘TTSL’) and Tata Sons Private Limited are the holding companies of your Company.

Pursuant to Section 47(2) of the Act, since October 17, 2018, TTSL has become entitled to additional voting rights of 26.26% in respect of the Redeemable Preference Shares (RPS) of _ 100/- each held in the Company. Accordingly, TTSL has total 74.56% voting rights in the Company, in respect of Equity Shares and RPS of the Company held by it. The RPS are Non-convertible.

SUBSIDIARY AND ASSOCIATE COMPANY

The Company does not have any subsidiary or associate company within the meaning of relevant provisions of the Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2021-2022. Accordingly, pursuant to the provisions of Section 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

1. in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2022 and of the loss of the Company for that period;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual financial statements on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

6. they have devised systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE STRUCTURE _ DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES

As on March 31, 2022, the Board of Directors comprised of 6 (Six) Non-Executive Directors. The Non-Executive Directors include 3 (Three) Independent Directors (including a Woman Director). The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the Listing Regulations.

Further, all the Directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct for the financial year 2021-2022 and the declaration in this respect appears elsewhere in the Annual Report.

DIRECTORS RETIRING BY ROTATION

In accordance with the relevant provisions of the Act and in terms of the Articles of Association of the Company, Mr. Ankur Verma retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The relevant details of Mr. Ankur Verma forms part of the Notice convening 27th AGM.

INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of ‘Independence’ as stipulated under the Act and the Listing Regulations.

MEETINGS OF THE BOARD OF DIRECTORS

The details of composition of the Board, meetings of the Board held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report. The details pertaining to the composition of all the Committees of the Board, its terms of reference, meetings, etc. are included in the Corporate Governance Report, which is a part of this Report. During the year under review, the Board re-constituted some of the Committees in accordance with the Act and the Listing Regulations. Details of all the Committees along with their terms of reference, composition and meetings of each Committee held during the year under review, are provided in the Corporate Governance Report forming part of this Report.

BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance, performance of Board Committees and individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The performance of the Board, the Committees and individual Directors was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on scale of one to five based on the following criteria: a. Criteria for Board Performance Evaluation: Degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning, Board Culture and Dynamics, Quality of relationship between the Board and the Management.

b. Criteria for Committee Performance Evaluation: Degree of fulfilment of key responsibilities, Adequacy of Committee Composition, Effectiveness of meetings, committee dynamics, Quality of Relationship of the Committee with the Board and the management. c. Criteria for Performance Evaluation of Individual Directors: Fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the Management, Attendance, Contribution at meetings, guidance, Support to Management outside Board/ Committee meetings.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. Dr. Narendra Damodar Jadhav, Chairman of the Nomination and Remuneration Committee (‘NRC’), was nominated for conducting one-on-one discussions with the Directors to seek their feedback on the Board and other Directors. The NRC also reviewed the performance of the individual Directors. In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board as a whole was evaluated, taking into account the views of the Non-Executive Directors. The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

SAFETY

The Company has a well-defined and practiced Employee Safety and Well-being Policy. The Company’s Safety Policy comprises guidelines and standardised practices, based on robust processes. It advocates proactively improving its management systems, to minimise health and safety hazards, thereby ensuring compliance in all operational activities. To minimise and mitigate risks related to Fire Safety and Physical Security, the Company has taken up various safety initiatives that include:

• "First Aid and Fire Safety Web based Trainings (WBT) for all on-roll employees."

• Presentation-based awareness sessions to off roll employees.

• Safety Webcast with Emergency Rescue Team (ERT) Members and Safety Marshals.

• Safety Awareness Sessions with employees through Senior Leadership team.

• Physical audit of offices through in-house team & core MSC locations through External agency JLL.

• Emergency Mock fire drills (day/night).

• Dissemination of Safety Guidelines, through Safety Awareness Drives, mailers, Safety SMS’s (covering Do’s & Don’ts).

• COVID SoP has been formalised and deployed across TTL locations.

• E-modules on electrical safety, warehouse safety & building, and office evacuation completed by specific set of employees. These modules are part of our best practice replication from Tata Group.

POLICIES AND PROCEDURES

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Policy of the Company on Directors’ appointment including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, Key Managerial Personnel and other employees are annexed as Annexure – IA and Annexure - IB to this Report.

RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, the Board of Directors of the Company has constituted a Risk Management Committee on April 26, 2021, to frame, implement and monitor the risk management plan for the Company. The Committee comprises of two Independent Directors and one Non-Executive Non-Independent Director. The scope of Risk Management Committee includes monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee will have additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management framework which ensures that the Company is able to carry out identification of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company, has been covered in the Management Discussion and Analysis, which forms part of this Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information. During the year under review, such controls were operating effectively and no material weaknesses were observed.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism in the form of Whistle Blower Policy for directors, employees, and other stakeholders of the Company to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy, details of which are provided in the Corporate Governance Report, which forms part of his report. The policy provides for adequate safeguards against victimisation of directors/employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy has been placed on the website of the Company at https://www.tatatelebusiness.com/whistle-blower-policy/

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (‘CSR’) Committee in accordance with Section 135 of the Act. The composition of CSR Committee, the details of CSR Policy and initiatives taken by the Company on CSR activities during the year under review have been provided in the Annexure – II to this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this Report. The CSR policy of the Company is available at https://www.tatatelebusiness.com/ policies/ Effective January 22, 2021, there has been an amendment in the Act wherein it was stated that if the amount to be spent by a company on CSR under Section 135(5) of the Act does not exceed fifty lakh rupees, the requirement under Section 135(1) of the Act for constitution of the CSR Committee shall not be applicable and the functions of such Committee provided under Section 135 shall, in such cases, be discharged by the Board of Directors of such company. Accordingly, CSR Committee was dissolved with effect from December 19, 2021.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Company’s website at https://www.tatatelebusiness.com/policies/ During the year under review, all transactions entered into with related parties were approved by the Audit Committee.

Further, the Company has taken a prior approval of the Members for all material transactions/proposed transactions entered/to be entered into between the Company and TTSL, related party, for an aggregate value of _ 200 Crores (Rupees Two Hundred Crores Only) per annum and the Company and Tata Communications Limited, related party, for an aggregate value of _ 235 Crores (Rupees Two Hundred Thirty-Five Crores) per annum for the financial year 2021-2022, financial year 2022-2023 and financial year 2023-2024 has been obtained. The details of transactions with related party as per Form AOC-2 are provided in Annexure – III to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company falls within the scope of the definition ‘infrastructure company’ as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to loans made, guarantees given or security provided by the Company.

The Company has not made any investment in securities of other Bodies Corporate during the year under review.

DEPOSITS

The Company has not accepted any deposits from public, during the year under review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2018

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction, in case of any reported incidence of sexual harassment across the Company’s offices and take appropriate decision in resolving such issues. Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee as required under the said act.

Web Based Training (WBT) on TCoC has been rolled and completed by on roll- employees. During the year under review, the Company did not receive any complaints on sexual harassment.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING, IF ANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application has been made nor is any application pending by/against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no instance of onetime settlement with any Bank/Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks/Financial Institutions is not applicable to the Company.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure – IV to this report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Pursuant to Section 136(1) of the Act, this Report is being sent to the Members of the Company excluding the aforesaid information. However, copy of this statement may be obtained by the Members by writing to the Company Secretary at investor.relations@tatatel.co.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014, the details of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as under:

A. Conservation of Energy:

i. Steps Taken or Impact on Conservation of Energy: a. Electricity and Diesel Generators are used for the powering of the Company’s telephone exchanges and other network infrastructure equipment. The Company regularly reviews power consumption patterns across its network and has implemented various innovative projects including green initiatives in order to optimise power consumption which resulted into substantive cost savings and reduction of carbon foot print. Some of the major projects undertaken during the year are:

• Network Optimisation – 164 Tx locations switched off post Network optimisation.

• 44 TTML own POP locations Space and Power optimisation

• Total space surrendered – Total 0.07 L Sq. ft. b. The initiative on energy conservation has resulted into reduction of 0.30 Million units of energy consumption monthly and carbon foot-print reduction of 3,114 TCO2 for the financial year 2021-2022.

ii. Steps taken by the Company for utilising alternate sources of Energy:

The Company has not utilised any alternate sources of energy.

iii. Capital Investment on Energy Conservation Equipments: Nil.

B. Technology Absorption: The Company has not imported any new technology.

C. Foreign Exchange Earnings and Outgo:

Particulars 2021-2022 2020-2021
Earnings 0.00 0.00
Outgo 1.55 0.30
Capital Goods 45.00 47.92

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATION IN FUTURE

• The Hon’ble Supreme Court (‘SC’) pronounced its Judgement on October 24, 2019 (‘Judgement’), dismissing the appeals of operators and allowing Department of Telecommunication’s (DoT) appeal in respect of the definition of Gross Revenue (‘GR’) and Adjusted Gross Revenue (‘AGR’) as defined in the Unified Access Service License Agreement.

• As on March 31, 2020, TTML had provided _ 2,423.37 Crores towards LF, SUC, interest, penalty and interest on penalty as applicable arising out of the above SC judgement read with subsequent orders in this matter.

• Subsequently, on July 20, 2020 SC passed an order agreeing with the statement relating to recoverable amount, filed by DoT as part of modification application and further ordered that there cannot be any re-assessment or recalculation of this amount.

• On September 1, 2020 SC directed the Operators to pay 10% of the total dues as demanded by DoT, by March 31, 2021 and the balance in installments commencing April 1, 2021 upto March 31, 2031 payable by 31st March of every year. As directed by the SC, TTML has furnished on September 28, 2020 an undertaking to DoT to make the payment of arrears as per the SC order. TTML has made payment of _ 639.39 Crores and will ensure ongoing compliance with the SC orders.

• Consequently, without prejudice and on prudence, during the half year ended September 30, 2020 TTML has recorded an incremental provision of _ 827.28 Crores to give effect to the differential amount between the amounts of AGR dues stated as final in the SC order as well as amounts for subsequent period, if any and the provision upto March 31, 2020. During the quarter ended March 31, 2021, TTML has continued to recognise interest on AGR obligations. The amount has been recorded in compliance with the accounting standards, strictly without prejudice to TTML’s legal rights, claims, remedies and contentions available under law.

• TTML along with TTSL on January 10, 2021 filed a joint application for direction/clarification of order dated September 1, 2020 wherein TTML & TTSL, inter- alia, have requested SC to allow TTML & TTSL to seek rectification of computational errors and erroneous disallowances in the amounts claimed by DoT.

• On March 27, 2021, TTML along with TTSL have filed Compliance Affidavit before SC.

• On April 6, 2021, TTML and TTSL have also filed before SC the respective undertakings which were submitted to DoT in terms of SC order dated September 1, 2020.

• DoT has filed its Affidavit in compliance of the Order dated September 1, 2020, on April 7, 2021.

• Subsequently, vide orders dated July 23, 2021, the said application for rectification of computational errors and erroneous disallowances was dismissed as misconceived by Supreme Court.

• On August 22, 2021, TTML along with TTSL filed Review Petition vide, RP(C) No. 1022/2021 against the SC orders dated July 23, 2021. The Review Petition is yet to be listed.

• On September 15, 2021, Union Cabinet approved Moratorium/ Deferment of upto four years on Annual payments of dues as per AGR Judgment and on dues related to payment of Spectrum in past auctions, to provide relief by easing liquidity and cash flow for all the TSPs. DoT vide its letter dated October 14, 2021 gave an option to TTSL and TTML, for the moratorium of AGR related dues and for conversion of interest amount into equity. On October 29, 2021, TTL opted for the four-year moratorium on the AGR related dues and on February 1, 2022, TTL conveyed that it is not agreeable to the conversion of interest into equity and is willing to pay the interest along with the AGR dues on the due dates as per the terms of the moratorium.

• TTML and TTSL have filed their A_davit in compliance of the Hon’ble SC Order dated September 1, 2020, on April 6, 2022.

• Further details of the provisions made are given in the Notes to accounts. While there are other critical litigations including litigations relating to various demands made by DoT, except the AGR issue, there are no material orders passed, as of date, by the Regulators/Courts or the Company has interim protection from courts against enforcement of such demands or notices, which would impact the going concern status of the Company and its future operations. However, there is always a chance that any order passed in critical litigations in future may have an impact on the going concern or future operations of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2022, is available on the Company’s website on https://www.tatatelebusiness.com/ttml-annual-return/

CREDIT RATING

The list of all credit ratings obtained by the Company along with any revisions thereto during the year under review, for all debt instruments are given hereunder:

Bank Facilities

Rating Agency Long Term Rating Short Term Rating Commercial Papers
CRISIL AA- (Stable) A1+ A1+
CARE AA- (Stable) A1+ A1+

Long term credit rating by CARE Ratings Limited (CARE) has been upgraded from A+ to AA- in the current year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND _‘IEPF’_

Pursuant to Sections 124 and 125 of the Act read with the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits, sale proceeds of fractional shares, redemption amount of preference shares, etc. pertaining to the Company remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have to be transferred to the IEPF Authority, established by the Central Government.

The Company transferred _ 2,98,149/- to the IEPF during the year under review. The Members are requested to submit his/her claim with the IEPF Authority by submitting an online application in the prescribed web-Form IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with requisite documents enumerated in the web-Form IEPF-5. No claims shall lie against the Company in respect of the amounts so transferred.

AUDITORS

Statutory Auditors

Price Waterhouse Chartered Accountants LLP (‘PwC’), having Firm Registration No. 012754N/N500016, the present statutory auditors, retire at the conclusion of the ensuing AGM. Pursuant to Section 139 of the Act, the Company shall appoint/re-appoint Statutory Auditors firm for 2 consecutive terms of 5 years each. PwC, have been Statutory Auditors of the Company for a term of five years and that the Company re-appoint PwC as a statutory auditors for a second term of five years at the ensuing AGM of the Company. The Board of Directors of the Company at its meeting held on April 26, 2022 has recommended the appointment of PwC as the statutory auditors of the Company for a second term of five years from the conclusion of ensuing 27th AGM till the conclusion of 32nd AGM to be held in the year 2027, subject to approval of the Members of the Company. PwC have confirmed their willingness and eligibility for appointment in accordance with Section 139 read with Section 141 of the Act. Members are requested to consider the re-appointment of PwC and authorise the Board of Directors to fix their remuneration.

Cost Auditors

Section 148 of the Act read with Companies (Cost Record and Audit) Rules, 2014 (the ‘Rules’), requires every Telecommunication company to get its Cost Records audited by the Cost Accountants in practice and file the Cost Audit Report with the Central Government within 180 days of closure of the financial year. Accordingly, the Company is required to maintain cost records.

The Board of Directors of your Company has on the recommendation of Audit Committee, approved the reappointment and remuneration of M/s. Sanjay Gupta & Associates, Cost Accountants, as Cost Auditors of the Company for conducting cost audit for the financial year 2022-2023. A resolution seeking approval of the Members for ratifying the remuneration payable to the Cost Auditors for the financial year 2022-2023 is provided in the Notice of the ensuing AGM.

Internal Auditors

The Board had appointed Ernst & Young LLP, ANB Solutions Pvt. Ltd. and Deloitte Haskins & Sells LLP, as Internal Auditors for conducting internal audit of the Company for the financial year 2021-2022.

SECRETARIAL AUDITORS, SECRETARIAL AUDIT REPORT AND RESPONSE TO OBSERVATION IN SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Mehta & Mehta, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the year ending March 31, 2022. The Secretarial Audit Report in Form MR-3 is annexed as Annexure – V to this Report.

The Secretarial Auditors in their Report have made the following observation: As informed by the Management of the Company, due to COVID-19 pandemic, the meetings of the Audit Committee and Board were held through video conference. Due to logistics of digital signatures and technical issues, there was a delay in signatures and uploading process which led to delay in uploading the results to Stock Exchange(s) beyond 30 minutes with respect to the disclosure of events (results) post meeting of the Board of Directors held on August 10, 2021 on BSE Limited; November 10, 2021 and February 8, 2022 on BSE Limited and National Stock Exchange of India Limited as required under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no query from the stock exchanges.

Directors Response

Due to on-going pandemic situation of COVID-19, the Audit Committee and the Board Meeting of the Company were held through audio-visual means on August 10, 2021; November 10, 2021 and February 8, 2022 for adoption of Financial Results. Post the meeting, due to technical issues, there was a delay in the digital signatures by director and auditors sitting at different places and thereafter in the uploading process.

No communication was received from the Stock Exchanges.

AUDITORS’ OBSERVATIONS AND DIRECTORS’

COMMENTS

The Auditor’s Report for the financial year ended March 31, 2022, does not contain any qualification, reservation, adverse remark or disclaimer.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management Discussion and Analysis, as required under the Regulation 34 of the Listing Regulations for the year under review is presented in a separate section, forming part of this Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance presented in a separate section, forming part of this Report. A certificate from Price Waterhouse Chartered Accountants LLP, with regard to compliance of conditions of corporate governance as specified in the Listing Regulations, by the Company is annexed hereto.

The Company has complied with mandatory requirements of Corporate Governance prescribed under the Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 of the Listing Regulations, a Business Responsibility Report is attached and is a part of this Report.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for the assistance and continuous support extended by the Company’s employees & their families, shareholders, customers, financial institutions, banks, vendors, dealers and investors for their continued support. The Directors also thank the Department of Telecommunications, the Central and State Governments and others associated with the activities of the Company for their co-operation.

The Directors mourn the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their lives and safety to _ght this pandemic.

For and on behalf of the Board of Directors
Ankur Verma Srinath Narasimhan
Place: Mumbai Director Director
Date: June 1, 2022 DIN: 07972892 DIN: 00058133